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Exhibit 10.349
Allstate Life Insurance Company
Loan No. 122520
LIMITED PAYMENT GUARANTY
THIS LIMITED PAYMENT GUARANTY (the "Guaranty") is made as of August
19, 2004, by INLAND WESTERN SOUTHLAKE LIMITED PARTNERSHIP, an Illinois limited
partnership ("Borrower") and INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a
Maryland corporation ("Guarantor"), a Maryland corporation, to and for the
benefit of ALLSTATE LIFE INSURANCE COMPANY, an Illinois corporation ("Lender").
RECITALS
A. Borrower is the present ground lessee of the real and personal
property commonly known as Gateway Plaza Shopping Center, State Highway 114 &
Southlake Boulevard, Southlake, Texas, and legally described in EXHIBIT A
attached hereto (the "Property").
B. Guarantor is the sole member of Inland Western Southlake GP,
L.L.C., the general partner of Borrower.
C. Pursuant to Lender's commitment letter dated August 13, 2004,
as amended, Lender made a loan to Borrower in the aggregate original principal
amount of $18,163,000 (the "Loan") evidenced by that certain Deed of Trust Note
(the "Note") of even date herewith in the amount of the Loan, and secured by a
Leasehold Deed of Trust, Assignment of Leases, Rents and Contracts, Security
Agreement and Fixture Filing (the "Deed of Trust") on the Property.
D. The Guarantor will benefit from the disbursement of the Loan
evidenced by the Note and secured by the Deed of Trust and the Related
Agreements (as defined in the Deed of Trust). The Note, Deed of Trust, Related
Agreements and other documents, instruments, certificates and agreements
executed or delivered by or on behalf of Borrower in connection with the Loan
are collectively referred to as the "Loan Documents."
E. The assumption by Guarantor of the obligations under this
Guaranty will result in an indirect financial benefit to Guarantor and in a
direct financial benefit to the Borrower, thereby enhancing each Guarantor's
financial interest in Borrower and in the Property.
F. As a material inducement to making and as a condition precedent
to funding the Loan, Lender requires the execution of this Guaranty.
AGREEMENTS
NOW THEREFORE, for and in consideration of the above Recitals, which
are incorporated herein by reference, the mutual covenants contained herein and
in the Loan Documents, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agree
as follows:
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1. Guarantor absolutely, unconditionally and irrevocably
guarantees to Lender:
(a) subject to Section 12 hereof, the payment of all sums due
Lender under the Loan Documents, including the payment of the principal balance
of the Loan, together with all interest accrued thereon; and
(b) the payment of all Enforcement Costs (as hereinafter defined in
Paragraph 7 hereof).
All amounts due, debts, liabilities, and payment obligations of
Guarantor described in this Paragraph 1 are referred to herein as the
"Indebtedness."
2. (a) Guarantor agrees, on written demand therefore by Lender
or the holder of the Note, as applicable, to pay all Indebtedness as is then or
thereafter becomes due and owing under the terms of this Guaranty, regardless of
any defense, right of setoff or claims which Borrower or Guarantor may have
against Lender or the holder of the Note.
(b) If Guarantor fails to perform its obligations hereunder after
demand by Lender in accordance with Paragraph 2(a) hereof, Lender shall have an
immediate right to collect from Guarantor, as damages or otherwise, an amount
equal to such unpaid Indebtedness, and Lender may exercise all remedies
available under the laws of the State of Texas for action on a matured
contractual indebtedness.
3. Guarantor hereby waives as to Lender (i) notice of acceptance
of this Guaranty by Lender and any and all notices and demands of every kind
which may be required to be given by any statute, rule or law, (ii) any defense,
right of setoff or other claim which Guarantor may have against the Borrower or
which Guarantor or Borrower may have against Lender or the holder of the Note,
as applicable, (iii) presentment for payment, demand for payment (other than as
provided for in Paragraph 2 above), notice of nonpayment or dishonor, protest
and notice of protest, diligence in collection and any and all formalities which
otherwise might be legally required to charge Guarantor with liability, and (iv)
any failure by Lender to inform Guarantor of any facts Lender may now or
hereafter know about Borrower, the Property, the Loan, or the transactions
contemplated by the Loan, it being understood and agreed that Lender has no duty
so to inform and that the Guarantor is fully responsible for being and remaining
informed by the Borrower of all circumstances bearing on the existence or
creation, or the risk of nonpayment of the Indebtedness. Credit may be granted
or continued from time to time by Lender to Borrower without notice to or
authorization from Guarantor, regardless of the financial or other condition of
the Borrower at the time of any such grant or continuation. Lender shall have no
obligation to disclose or discuss with Guarantor its assessment of the financial
condition of Borrower. No modification or waiver of any of the provisions of
this Guaranty shall be binding upon Lender except as expressly set forth in a
writing duly signed and delivered on behalf of Lender.
4. Guarantor further agrees that its liability as guarantor shall
not be impaired or affected by any renewals or extensions which may be made from
time to time, with or without the knowledge or consent of Guarantor of the time
for payment of interest or principal under the
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Note or by any forbearance or delay in collecting interest or principal under
the Note, or by any waiver by Lender under the Deed of Trust or any other Loan
Documents, or by Lender's failure or election not to pursue any other remedies
it may have against Borrower, or by any change or modification in the Note, Deed
of Trust or any other Loan Documents, or by the acceptance by Lender of any
additional security or any increase, substitution or change therein, or by the
release by Lender of any security or any withdrawal thereof or decrease therein,
or by the application of payments received from any source to the payment of any
obligation other than the Indebtedness, even though Lender might lawfully have
elected to apply such payments to any part or all of the Indebtedness, it being
the intent hereof that Guarantor shall remain liable as principal for payment of
the Indebtedness until all Indebtedness has been paid in full and the other
terms, covenants and conditions of this Guaranty have been performed,
notwithstanding any act or thing which might otherwise operate as a legal or
equitable discharge of a surety. Guarantor further understands and agrees that
Lender may at any time enter into agreements with Borrower to amend and modify
the Note, Deed of Trust or other Loan Documents, or any thereof, and may waive
or release any provision or provisions of the Note, Deed of Trust and other Loan
Documents or any thereof, and, with reference to such instruments, may make and
enter into any such agreement or agreements as Lender and Borrower may deem
proper and desirable, without in any manner impairing or affecting this Guaranty
or any of Lender's rights hereunder or any of Guarantor's obligations hereunder.
5. This is an absolute, present and continuing guaranty of payment
and not of collection. Guarantor agrees that this Guaranty may be enforced by
Lender without the necessity at any time of resorting to or exhausting any other
security or collateral given in connection herewith or with the Note, the Deed
of Trust or any of the other Loan Documents through foreclosure proceedings
under the Deed of Trust or otherwise, or resorting to any other guaranties, and
Guarantor hereby waives the right to require Lender to join Borrower in any
action brought hereunder or to commence any action against or obtain any
judgment against Borrower or to pursue any other remedy or enforce any other
right. Guarantor further agrees that nothing contained herein or otherwise shall
prevent Lender from pursuing concurrently or successively all rights and
remedies available to it at law or in equity or under the Note, Deed of Trust or
any other Loan Documents, and the exercise of any of its rights or the
completion of any of its remedies shall not constitute a discharge of any of
Guarantor's obligations hereunder, it being the purpose and intent of Guarantor
that its obligations hereunder shall be absolute, independent and unconditional
under any and all circumstances whatsoever. Neither Guarantor's obligations
under this Guaranty nor any remedy for the enforcement thereof shall be
impaired, modified, changed or released in any manner whatsoever by any
impairment, modification, change, release or limitation of the liability of
Borrower under the Note, Deed of Trust or other Loan Documents or by reason of
Borrower's bankruptcy or by reason of any creditor or bankruptcy proceeding
instituted by or against Borrower or Guarantor. This Guaranty shall continue to
be effective or be reinstated (as the case may be) if at any time payment of all
or any part of any sum payable pursuant to the Note, Deed of Trust or any other
Loan Document is rescinded or otherwise required to be returned by the payee
upon the insolvency, bankruptcy, or reorganization of the Borrower or Guarantor,
or Lender is required to reconvey title to the Property upon the insolvency,
bankruptcy or reorganization of the Borrower or Guarantor, all as though such
payment to Lender had not been made, regardless of whether Lender contested the
order requiring the return of such payment or the reconveyance.
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6. In the event Lender or the holder of the Note shall assign the
Note to any bank or other entity to secure a loan from such bank or other entity
to Lender or such holder for an amount not in excess of the amount which will be
due, from time to time, from Borrower to Lender under the Note with interest not
in excess of the rate of interest which is payable by Borrower to Lender under
the Note, Guarantor will accord full recognition thereto and agrees that all
rights and remedies of Lender or such holder hereunder shall be enforceable
against Guarantor by such bank or other entity with the same force and effect
and to the same extent as would have been enforceable by Lender or such holder
but for such assignment; provided, however, that unless Lender shall otherwise
consent in writing, the Lender shall have an unimpaired right, prior and
superior to that of its assignee or transferee, to enforce this Guaranty for
Lender's benefit as to such portions of the Indebtedness or interest therein not
assigned or transferred.
7. If: (i) this Guaranty or any of the other Loan Documents is
placed in the hands of an attorney for collection or is collected through any
legal proceeding; (ii) an attorney is retained to represent Lender in any
bankruptcy, reorganization, receivership, or other proceedings affecting
creditors' rights and involving a claim under this Guaranty or any of the other
Loan Documents; (iii) an attorney is retained to protect or enforce this
Guaranty or any of the other Loan Documents or to provide advice or other
representation with respect hereto or to any of the other Loan Documents; or
(iv) an attorney is retained to represent Lender in any other proceedings
whatsoever in connection with the enforcement or protection of this Guaranty or
any of the other Loan Documents, then Guarantor shall pay to Lender upon demand
all reasonable attorneys' fees, costs and expenses, including, without
limitation, court costs, filing fees, recording costs, expenses of foreclosure,
title insurance premiums, survey costs, minutes of foreclosure, and all other
costs and expenses, incurred in connection therewith (all of which are referred
to herein as "Enforcement Costs"), in addition to all other amounts due
hereunder or under any of the other Loan Documents.
8. The parties hereto intend and believe that each provision in
this Guaranty comports with all applicable local, state and federal laws and
judicial decisions. However, if any provision or provisions, or if any portion
of any provision or provisions, in this Guaranty is found by a court of law to
be in violation of any applicable local, state or federal ordinance, statute,
law, administrative or judicial decision, or public policy, and if such court
should declare such portion, provision or provisions of this Guaranty to be
illegal, invalid, unlawful, void or unenforceable as written, then it is the
intent of all parties hereto that such portion, provision or provisions shall be
given force to the fullest possible extent that they are legal, valid and
enforceable, that the remainder of this Guaranty shall be construed as if such
illegal, invalid, unlawful, void or unenforceable portion, provision or
provisions were not contained therein, and that the rights, obligations and
interest of Lender or the holder of the Note under the remainder of this
Guaranty shall continue in full force and effect.
9. Any indebtedness of Borrower to Guarantor now or hereafter
existing (the "Subordinated Debt") is hereby subordinated to the Indebtedness.
Guarantor hereby irrevocably waives all legal and equitable rights to recover
from Borrower any sums paid by Guarantor under the terms of this Guaranty until
such time as the Loan has been paid in full, including without limitation all
rights of subrogation and all other rights that would result in Guarantor being
deemed a creditor of Borrower under the Federal Bankruptcy Code or any other
law.
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10. Any amounts received by Lender from any source on account of
any Indebtedness may be applied by Lender toward the payment of such
Indebtedness, and in such order of application, as Lender may from time to time
elect, or as otherwise provided in the Loan Documents.
11. Guarantor hereby submits to personal jurisdiction in the State
of Illinois for the enforcement of this Guaranty and waives any and all personal
rights to object to such jurisdiction for the purposes of litigation to enforce
this Guaranty. In the event such litigation is commenced at any time when
Guarantor is not permanently domiciled in the State of Illinois, Guarantor
agrees that service of process may be made and personal jurisdiction over
Guarantor obtained, by service of a copy of the summons, complaint, and other
pleadings required to commence such litigation upon an appointed Agent for
Service of Process in the State of Illinois, which Agent each Guarantor hereby
designates to be:
The Inland Real Estate Group, Inc.
2901 Butterfield Road
Oakbrook, Illinois 60523
Attention: General Counsel
11. All notices, waivers, demands, requests or other communications
required or permitted hereunder shall, unless otherwise expressly provided, be
in writing and shall be (a) hand-delivered, effective upon receipt, (b) sent by
United States Express Mail or by private overnight courier, effective upon
receipt, or (c) served by certified mail, to the appropriate address set forth
below, or at such other place as a party may from time to time designate in
writing by ten (10) days prior written notice thereof. Any such notice or demand
served by certified mail, return receipt requested, shall be deposited in the
United States mail, with postage thereon fully prepaid and addressed to the
party so to be served at its address stated below or at such other address of
which said party shall have theretofore notified in writing, as provided above,
the party giving such notice. Service of any such notice or demand so made shall
be deemed effective on the day of actual delivery as shown by the addressee's
return receipt or the expiration of three (3) business days after the date of
mailing, whichever is the earlier in time. Any notice required to be given by
Lender shall be equally effective if given by Lender's agent, if any. Notices to
the parties shall be addressed as follows:
If to Guarantor:
Inland Western Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oakbrook, Illinois 60523
Attention: Roberta Matlin
with a copy to:
The Inland Real Estate Group, Inc.
2901 Butterfield Road
Oakbrook, Illinois 60523
Attention: General Counsel
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In the case of Lender, to:
Allstate Life Insurance Company
Allstate Plaza South, Suite G5C
3075 Sanders Road
Northbrook, Illinois 60062
Attention: Commercial Mortgage Division
Servicing Manager
with a copy to:
Allstate Life Insurance Company
Allstate Plaza South, Suite G5A
3075 Sanders Road
Northbrook, Illinois 60062
Attention: Investment Law Division
12. Guarantor's liability hereunder shall:
(a) be limited to an amount equal to (i) $8,177 per month from the
date hereof, which monthly sum and liability to Lender shall accrue and
accumulate commencing September 1, 2004 to and including the date this Guaranty
terminates (prorated for partial months), plus (ii) all costs, liabilities and
expenses associated with the ownership, operation, maintenance, repair and
management of the Bassett Space (as defined herein), such as, without
limitation, real estate and personal property taxes, common area maintenance
expenses, and insurance, plus (iii) Enforcement Costs; and
(b) shall commence only upon an Event of Default by Borrower under
the Loan Documents unless one of the events set forth in 12(c) below has
occurred prior to such date; and
(c) terminate upon the first to occur of the following:
(i) the date Borrower delivers an estoppel certificate from Bassett
(as defined herein) acceptable to Lender confirming that Bassett has accepted
the Bassett Space and commenced payment of rent, or
(ii) if Bassett for any reason does not accept the Bassett Space,
the date Borrower delivers an estoppel certificate(s) from alternative tenant(s)
acceptable to Lender confirming that such tenant(s) have accepted the Bassett
Space, opened for business from the Bassett Space and commenced the payment of
rent under terms at least as favorable to the landlord as those presently set
forth in the Bassett Lease (as defined herein); or
(iii) the payment in full to Lender of all amounts due under or in
connection with the Loan and the Loan Documents.
As used herein, the following terms have the following meanings:
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"Bassett" means BDP, L.L.C., a ___________________________ limited
liability company, doing business as Bassett Furniture.
"Bassett Lease" means that certain Lease dated April 26, 2004, between
Lincoln Southlake, LTD., as lessor, and Bassett, as tenant.
"Bassett Space" means the space demised under the Bassett Lease.
13. In order to induce Lender to make the Loan, each makes the
representations and warranties to Lender set forth in this Paragraph 13.
Guarantor acknowledges that but for the truth and accuracy of the matters
covered by the following representations and warranties, the Lender would not
have agreed to make the Loan.
Guarantor represents and warrants to Lender that:
(a) Guarantor has all requisite corporate power and authority to
execute and deliver this Guaranty and to perform its obligations hereunder. This
Guaranty has been properly authorized, executed and delivered by or on behalf of
Guarantor, and constitutes the legal, valid and binding obligation of Guarantor,
enforceable against it in accordance with its terms.
(b) The execution, delivery, and performance by Guarantor of this
Guaranty does not and will not contravene or conflict with (i) any law, order,
rule, regulation, writ, injunction, or decree now in effect of any government,
governmental instrumentality or court having jurisdiction over Guarantor, or
(ii) any contractual restriction binding on or affecting Guarantor or its
property or assets.
(c) Except as disclosed in writing to Lender, there is no action,
proceeding, or investigation pending or, to the knowledge of Guarantor,
threatened or affecting Guarantor, which may materially adversely affect
Guarantor's ability to fulfill its obligations under this Guaranty. There are no
judgments or orders for the payment of money rendered against Guarantor which
has been undischarged for a period of ten or more consecutive days and the
enforcement of which is not stayed by reason of a pending appeal or otherwise.
Guarantor is not in default under any agreements to which Guarantor is a party.
(d) Any and all balance sheets, net worth statements, and other
financial data with respect to Guarantor which have heretofore been given to
Lender by or on behalf of Guarantor fairly and accurately present, in all
material respects, the financial condition of Guarantor as of the respective
dates thereof, and, since the respective dates thereof, there has been no
material adverse change in the financial condition of Guarantor.
(e) Guarantor has disclosed all events, conditions, and facts known
to Guarantor which could have any material adverse effect on the financial
condition of Guarantor. No representation or warranty by Guarantor contained
herein, nor any schedule, certificate, or other document furnished by Guarantor
to Lender in connection with this Guaranty or the Loan Documents contains any
material misstatement of fact or omits to state a material fact or any fact
necessary to make the statements contained therein not misleading.
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(f) There are no facts or circumstances of any kind or nature
whatsoever of which Guarantor is aware which could in any way materially impair
or prevent Guarantor from performing its obligations under this Guaranty in any
material respect.
(g) Guarantor is to the best of its knowledge not insolvent (as
such term is defined in Section 101(29) of the Bankruptcy Code) and will not be
rendered insolvent (as so defined) by executing this Guaranty or by the
consummation of the transactions described herein.
(h) All statements set forth in the Recitals are true and correct
in all material respects.
Guarantor hereby agrees to indemnify, defend, protect and hold forever
free and harmless Lender of, from and against all loss, cost, damage, and
expense, including reasonable attorneys' fees and expenses, which Lender may
sustain by reason of the inaccuracy or breach of any of the foregoing
representations and warranties as of the date the foregoing representations and
warranties are made and are deemed remade.
14. Guarantor's liability hereunder shall not be subject to,
limited by or affected in any way by any "non-recourse" provisions contained in
the Note, the Deed of Trust or any other documents executed and delivered in
connection with the Loan, including without limitation Paragraph 17 of the Note
and Section 3.14 of the Deed of Trust. Guarantor agrees that the obligations
contained herein are separate, independent of and in addition to Borrower's
undertakings under the Note. Guarantor agrees that a separate action may be
brought to enforce the provisions of this Guaranty which shall in no way be
deemed to be an action on the Note, whether or not Lender would be entitled to a
deficiency judgment following a judicial foreclosure or sale under the Deed of
Trust.
15. This Guaranty shall be binding upon the successors and assigns
of Guarantor.
16. Guarantor shall, within three days after receipt thereof,
deliver to Lender copies of any notices of default served on it pursuant to the
terms of any other agreement to which it is a party, the breach of which may
have a material affect on its ability to perform its obligation hereunder.
17. Guarantor's obligations hereunder shall be joint and several
with any other guarantor or surety obligated to Lender in respect of the Loan.
18. This Guaranty shall be construed governed by, interpreted and
enforced under the internal laws of the State of Texas without regard to Texas
choice of law principles.
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IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty
as of the date first above written.
INLAND WESTERN SOUTHLAKE LIMITED
PARTNERSHIP, an Illinois limited partnership
By: INLAND WESTERN SOUTHLAKE GP, L.L.C.
a Delaware limited liability company
Its general partner
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation,
Its sole member
By: /s/ Dapal
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Its: Asst Secretary
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INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation
By: /s/ Dapal
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Its: Asst Secretary
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EXHIBIT A
(Property Description)
Being a LEASEHOLD ESTATE as created by lease dated 06/30/1998, between Wyndham
Properties, Ltd., as landlord, and Lincoln Southlake, Ltd., as tenant, as
amended and as evidenced by memorandum filed 07/12/1999, recorded in Volume
13906, Page 496, Deed Records of Tarrant County, Texas, and first amendment
filed 10/26/1999, recorded in Volume 14068, Page 502, Deed Records, Tarrant
County, Texas, in and to the property more particularly described as follows:
TRACT A:
Being a tract or parcel of land in the Thomas Easter Survey, Abstract No. 458
and the Thomas Easter Survey, Abstract No. 474 situated in the City of
Southlake, Tarrant County, Texas, and being all of Lots 1 through 4, Block 1 of
Gateway Plaza Addition, an addition to the City of Southlake as recorded in
Cabinet A, Slide 5365 and Cabinet A, Slide 5366, Map Records, Tarrant County,
Texas and being more particularly described as follows:
BEGINNING at a 1/2" iron rod with yellow plastic cap stamped RLG set for corner
at the intersection of the north line of East Southlake Boulevard (formerly
Grapevine-Keller Road a variable width R.O.W.) with the west line of Gateway
Drive (a 70' right-of-way) said rod being the southeast corner of said Lot 3;
THENCE South 81 degrees 52 minutes 13 seconds West along the north line of said
East Southlake Boulevard for a distance of 35.51 feet to a 1/2" iron rod with
yellow plastic cap stamped RLG set for an angle point;
THENCE South 82 degrees 11 minutes 37 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 250.12 feet to a 1/2"
iron rod with yellow plastic cap stamped RLG set for the beginning of a curve to
the right;
THENCE westerly continuing along the north line of said East Southlake Boulevard
and along said curve to the right having a radius of 691.20 feet, a central
angle of 25 degrees 01 minutes 05 seconds and a chord bearing North 85 degrees
43 minutes 08 seconds West a distance of 299.42 feet, for an arc distance of
301.81 feet to a 1/2" iron rod found for the end of said curve to the right;
THENCE North 72 degrees 45 minutes 41 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 220.54 feet to a TXDOT
monument found for an angle point;
THENCE North 73 degrees 04 minutes 12 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 167.36 feet to a 1/2"
iron rod with yellow plastic cap stamped RLG set for corner, said rod being in
the east line of a tract of land conveyed to Wyndham Properties, LTD. by deed
recorded in Volume 14578, Page 197, Deed Records, Tarrant County, Texas;
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THENCE North 00 degrees 23 minutes 40 seconds West along the east line of said
Windham tract and continuing along the east line of a tract of land conveyed to
Wyndham Properties, LTD. by deed recorded in Volume 14650, Page 527, Deed
Records, Tarrant County, Texas for a distance of 541.05 feet to a 1/2" iron rod
with yellow plastic cap stamped RLG set for corner, said rod set being in the
south line of a tract of land conveyed to Gateway Phase II, J.V. by deed
recorded in Volume 14142, Page 229, Deed Records, Tarranty County, Texas;
THENCE South 87 degrees 27 minutes 56 seconds East along the south line of said
Gateway Phase II tract for a distance of 73.94 feet to a 1/2" iron rod found for
corner, said rod being the southerly common corner of said Gateway Phase II
tract;
THENCE North 01 degrees 27 minutes 06 seconds West along the common line with
said Gateway Phase II tract for a distance of 530.07 feet to a 1/2" iron rod
with yellow plastic cap stamped RLG set for angle point, said rod being the
easterly common corner between said Gateway Phase II tract and a tract of
land conveyed to Wyndham Properties, LTD. by deed recorded in Volume 14632,
Page 399, Deed Records, Tarrant County, Texas;
THENCE North 08 degrees 13 minutes 02 seconds West along the common line with
said Wyndahm tract for a distance of 260.23 feet to a 1/2" iron rod with yellow
plastic cap stamped RLG set for corner in the southerly line of State Highway
No. 114 (a variable width right-of-way);
THENCE South 78 degrees 59 minutes 15 seconds East along the south line of said
State Highway No. 114 for a distance of 15.07 feet to a 1/2" iron rod with
yellow plastic cap stamped RLG set for an angle point;
THENCE South 76 degrees 59 minutes 42 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 248.48 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for an angle point;
THENCE South 37 degrees 15 minutes 11 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 103.10 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for an angle point;
THENCE South 74 degrees 46 minutes 25 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 182.72 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for an angle point.
THENCE South 74 degrees 17 minutes 25 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 257.66 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for an angle point;
THENCE South 71 degrees 26 minutes 21 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 215.50 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner;
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THENCE South 12 degrees 55 minutes 27 seconds West continuing along the south
line of said State Highway No. 114 for a distance of 11.75 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner;
THENCE South 68 degrees 28 minutes 18 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 155.91 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner;
THENCE North 13 degrees 43 minutes 40 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 18.54 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner;
THENCE South 66 degrees 52 minutes 40 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 143.19 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for an angle point;
THENCE South 62 degrees 14 minutes 46 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 221.23 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for an angle point;
THENCE South 46 degrees 03 minutes 38 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 112.64 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for an angle point;
THENCE South 27 degrees 03 minutes 58 seconds East continuing along the south
line of said State Highway No. 114 for a distance of 100.29 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner, said rod being in the
northwesterly line of Lot 5, Block 1, of said Gateway Plaza Addition and at the
northeasterly corner of said Lot 3;
THENCE South 60 degrees 17 minutes 52 seconds West along the common line between
said Lots 3 and 5 for a distance of 74.07 feet to a 1/2" iron rod with yellow
plastic cap stamped RLG set for corner, said rod being the common corner between
said Lots 3 and 5;
THENCE South 16 degrees 57 minutes 31 seconds East along the common line between
said Lots 3 and 5 a distance of 211.86 feet to a 1/2" iron rod with yellow
plastic cap stamped RLG set for corner at the common corner between said Lots 3
and 5;
THENCE South 59 degrees 27 minutes 51 seconds East continuing along the common
line between said Lots. 3 and 5 a distance of 20.86 feet to a 1/2" iron rod with
yellow plastic cap stamped RLG set for corner at the most southerly common
corner between said Lots 3 and 5, said rod being in the north line of said
Gateway Drive;
THENCE South 78 degrees 09 minutes 15 seconds West along the northerly line of
said Gateway Drive a distance of 428.51 feet to a 1/2" iron rod with yellow
plastic cap stamped RLG set for corner at the beginning of a curve to the left;
THENCE in a westerly, southwesterly and southerly direction along the northerly,
northwesterly and westerly line of said Gateway Drive and along said curve to
the left whose chord bears South
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33 degrees 38 minutes 10 seconds West a distance of 399.65 feet and having a
radius of 285.00 feet, a central angle of 89 degrees 02 minutes 10 seconds and
an arc length of 442.88 feet to a 1/2" iron rod with yellow plastic cap stamped
RLG set for corner at the end of said curve to the left;
THENCE South 10 degrees 52 minutes 55 seconds East along the westerly line of
said Gateway Drive a distance of 4.32 feet to the PLACE OF BEGINNING and
containing 1,505,419 square feet, or 34.5597 acres of land, more or less.
TRACT B:
Being a tract or parcel of land in the Thomas Easter Survey, Abstract No.. 474,
situated in the City of Southlake, Tarrant County, Texas, and being all of Lots
1, 2, & 3, Block 2 of Gateway Plaza Addition, an addition to the City of
Southlake as recorded in Cabinet A, Slide 5365-5366, Map Records, Tarrant
County, Texas and being more particularly described as follows:
BEGINNING at a 1/2" iron rod with yellow plastic cap stamped RLG set for corner
at the intersection of the north line of East Southlake Boulevard (formerly
Grapevine-Keller Road a variable width R.O.W.) with the west line of Norcross
Road (a 60' right-of-way) as dedicated by the plat of Oak Knolls Lakeview
Addition as recorded in Volume 388-W, Page 51, Plat Records, Tarrant County,
Texas, said monument also being the southeast corner of said Lot 3;
THENCE North 87 degrees 26 minutes 13 seconds West along the north line of said
East Southlake Boulevard for a distance of 27.92 feet to a 1/2" iron rod with
yellow plastic cap stamped RLG set for an angle point;
THENCE South 84 degrees 00 minutes 58 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 213.04 feet to a 1/2"
iron rod with yellow plastic cap stamped RLG set for an angle point;
THENCE South 64 degrees 35 minutes 05 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 203.05 feet to a 1/2"
iron rod with plastic cap stamped RLG set for an angle point
THENCE South 74 degrees 28 minutes 38 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 221.40 feet to a
chiseled "X" set for an angle point;
THENCE South 74 degrees 49 minutes 46 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 192.65 feet to chiseled
"X" set for an angle point;
THENCE South 81 degrees 52 minutes 13 seconds West continuing along the north
line of said East Southlake Boulevard for a distance of 147.88 feet to a 1/2"
iron rod with yellow plastic cap stamped RLG set for corner at the intersection
of the northerly line of said East Southlake Boulevard and the easterly line of
Gateway Drive (a 70 foot wide right-of-way);
THENCE North 10 degrees 52 minutes 55 seconds West along the easterly line of
said Gateway Drive a distance of 51.68 feet to a 1/2" iron rod with yellow
plastic cap stamped RLG set for corner at the beginning of a curve to the right;
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THENCE in a northerly, northeasterly and easterly direction along the easterly,
southeasterly and southerly line of said Gateway Drive and along said curve to
the right whose chord bears North 33 degrees 38 minutes 10 seconds East a
distance of 301.49 feet and having a radius of 215.00 feet, a central angle of
89 degrees 02 minutes 10 seconds and an arc length of 334.10 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner at the end of said curve
to the right;
THENCE North 78 degrees 09 minutes 15 seconds East continuing along the
southerly line of said Gateway Drive a distance of 547.06 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner at the beginning of a
curve to the left;
THENCE in an easterly and northeasterly direction continuing along the southerly
and southeasterly line of said Gateway Drive and along said curve to the left
whose chord bears North 61 degrees 07 minutes 58 seconds East a distance of
166.85 feet and having a radius of 285.00 feet, a central angle of 34 degrees 02
minutes 33 seconds and an arc length of 169.33 feet to a 1/2" iron with yellow
plastic cap stamped RLG set for corner at the end of said curve to the left;
THENCE North 44 degrees 06 minutes 42 seconds East continuing along the
southeasterly line of said Gateway Drive a distance of 30.02 feet to a 1/2" iron
rod with yellow plastic cap stamped RLG set for corner at intersection of the
southeasterly line of said Gateway Drive and the cut-off line between the
southeasterly line of said State Highway 114 (variable width R.O.W.) and the
westerly line of said Norcross Drive;
THENCE North 89 degrees 05 minutes 36 seconds East along said cut-off line a
distance of 28.29 feet to a 1/2" iron rod with yellow plastic cap stamped RLG
set for corner at the intersection of said cut-off line with the westerly line
of said State Highway 114;
THENCE South 45 degrees 55 minutes 29 seconds East along the south line of said
State Highway No. 114 for a distance of 38.04 feet to a 1/2" iron rod with
yellow plastic cap stamped RLG set for the intersection of the south line of
said State Highway No. 114 with the west line of said Norcross Road, said rod
being the beginning of a non-tangent curve to the right;
THENCE southerly along the west line of said Norcross Road and along said curve
to the right having a radius of 986.12 feet, a central angle of 14 degrees 58
minutes 54 seconds and a chord bearing South 12 degrees 00 minutes 57 seconds
East a distance of 257.11 feet, for an arc distance of 257.85 feet to the POINT
OF BEGINNING and containing 239,759 square feet or 5.5041 acres, more or less.